Magnificent
by Tigressa101
Summary: Ultra Magnus is captured by Megatron but he's not letting his enemy get the better of him this time.


**I changed the event order in this. The Elite Guard stays longer and the events up to the **_**Rise of the Constructicons **_**have happened. This is my shout out for them not using the Elite Guard more in the series.**

* * *

Ultra had a very bad feeling creep down his spinal strut. Optimus had been preaching to them that the Decepticons were on Earth and the Allspark was shattered. Now as farfetched as that sounded to everyone, he in particular knew Optimus wouldn't lie about such things to him. He, of course, had to assume less to prevent mass hysteria but he felt Optimus was right.

The Elite Guard stayed in Detroit for several weeks so far trying to search for evidence of Optimus' story as well as monitoring the planet for Decepticon activity. The Allspark portion was indeed correct as shards of it kept popping up throughout the city causing mayhem among its organic populace. The Decepticon part, however, was coming up blank with some incident reports like an air museum scuffle and two construction mechs attempting to steal the remaining shards so far recovered. Either this was just the Allspark putting up a fuss or the Decepticons were here but they had signal dampeners. As much as Sentinel nagged about Optimus being wrong, Ultra once again knew otherwise and he became determined to figure this conundrum out.

While everyone was in recharge, Ultra Magnus snuck out of Steelhaven. After climbing down a hidden hatch he designed the ship with for his own personal use, he smirked to himself. He missed his old escapades when he was younger. This reminded him so much of them.

When he was a Prime, he was a lot like Optimus but had a mixture somewhat with Sentinel's more smug personality though toned down to where he knew his limits and didn't overstep them. He had a bad habit of sneaking out of the barracks and visiting places he knew would get him in trouble. The thing was he had never been caught. He was notorious for being an extremely great pickpocket, usually only doing so to prove a point, and a master at stealth even when he wasn't trying to where some bots said he needed to come with a bell. Master Yoketron had picked up on his abilities and took him in as a pupil, the rest was history.

As he drove in the dark across the vacant Detroit freeway, his attitude changed. He also remembered Megatron back when they weren't enemies and not entirely friends but at least peers. He managed to impress the future warlord when the latter remarked how Ultra probably had no idea how to commit a crime to survive in the hardship of the mines or streets like Megatron was from. It was at that moment Ultra brought into view Megatron's cannon hidden behind his back and the warlord was beyond stunned, looking between his now-weaponless arm and the mech holding his weapon. He gave Ultra credit for that talent but Ultra never used it much during his career as Magnus. After all, Magnuses don't sneak out or steal.

Suddenly, his HUD lit up with a proximity warning but nothing was visible. An error perhaps or-an explosion sent his back end fish tailing and his tires screeched trying to recorrect the movement. He sped faster and used his mirrors to locate the source of the attack only to see an osprey flying past him from the side before swinging around to run after him. If that wasn't a Decepticon, that was one messed up human.

Ultra slid on an off ramp beneath the bridge and braked hard, turning his headlights and other lights off to blend with the shadows. As soon as he heard the osprey begin to hover, he crept to the left to follow the bridge without alerting his pursuer and made it about four kilometers before slowly driving down to the nearby docks, noting the osprey was no longer visible. He drove inside a truck docking area where they distributed and loaded cargo from ships and backed into a parking stall.

He stayed still, debating his options. He had an idea that they've been monitoring the Steelhaven the entire time since he arrived and watched him leave the ship's perimeter which meant they were hiding when the rest of the Autobots were hunting for them because they knew ahead of time they were being sought after. They must have known had the Elite Guard found them, more Autobots would be sent to safeguard this planet. But why jeopardize staying hidden for him? That was actually a stupid question. He's the Magnus. His capture would give the Decepticons, however many remaining there are, leverage.

The faint rumble of blades beating air made Ultra shiver. This reminded him of the battle at Tyger Pax where Megatron wanted no one but him and he was relentless at hunting him down. It was kind of fun mainly because he was winning at it but it was also scary because Megatron was trying to kill him at the time.

The osprey seemed to be getting closer and Ultra transformed ready to fight. He peered at the ceiling from the truck stall and listened, narrowing his optics. The beatings grew louder and louder until the abruptly stopped. Confused, the Magnus frantically searched for clues of the osprey's whereabouts but before he could react at all, a large grey bot shot through the ceiling and landed on him, knocking him down onto the concrete floor. He scrunched his faceplates from impact but relaxed them with a groan and opened his optics to see none other than Megatron above him, both servos next to his helm and perched directly over his chassis like a predator.

"Did you miss me, Magnus?" The warlord smirked cruelly.

Ultra had his servos nearly curled against his chest like a scorned puppy dog with wide optics not knowing what to do. He tried to keep as calm as possible by replying, "Sure, as much as I miss the space barnacles my ship gets over Regulon-4 every time I go there."

Megatron didn't get angry. In fact, he seemed to be holding back a chuckle. "Always the charmer. When I heard you were coming to Earth, you have no idea how pleased I was. Four million stellar cycles abroad with fifty on this pathetic planet surrounded by idiots and inferior life forms made me want having someone worthy of talking to and defeating at my side."

Ultra returned a shrewd smile, "I wish I could oblige, truly, but I think you can wait another fifty stellar cycles, wouldn't you say? I'm kind of busy running a planet."

Suddenly, Ultra got a good kick up and managed to dislodge Megatron and get up to run towards his fallen hammer. Before he could reach it, however, he felt a prick on his thigh and peered down to see a small device on it. It was a tranquilizer of sorts called a pulsifier which made any mech go into forced temporary stasis in a more efficient way than the large stasis cuffs. No doubt Swindle had visited Megatron at some point for him to get his greasy servos on some.

He felt his processor go light and his vision double up in which he began to sway ever so slightly. "Damn…you…uh…M-Mega…Trrhhh."

He was out before he even hit the floor.

Ultra grasped his helm upon awakening and after regaining his vision, muttered to himself angrily, "Of course Megatron would tranquilize me instead of fight me."

When he peered around, he took note that he was in a cell of sorts built into the mined cavern wall of Megatron's lair. The infamous throne Megatron couldn't live without was facing sideways towards the farthest entrance from his view but the warlord was nowhere to be seen. His hammer on the other hand was next to the throne, resting beside it like some sort of trophy.

His missile weapons on his back were deactivated and he refused to sport blasters on his frame so he had nothing to break him out of his imprisonment. A force field kept him from leaving and he had a signal override he perfected in case of this, but it was back on his ship.

"Inconvenient as always," he sighed.

For several minutes, he saw nobody nearby even at the space bridge portion he could make out from his limited view. Over the course of impending boredom, he sat around everywhere in his cell from simply sitting cross legged on the floor to lying on a protruding boulder on his back with his legs propped parallel with the wall. He even began playing with a data pad he almost always had on him looking over reports, pictures, and a few games he had installed just for the sake of entertainment. Too bad his communications was jammed too otherwise he would have contacted Optimus and the Steelhaven.

Then an idea hit him and he glanced to the side, out past the energy shield. The cell had to have a console or something to lift the shield or he could dig underneath to bypass the shields entirely. He made a huffing noise in though and swung himself upright to approach the shield and carefully leaned as far as he could without burning himself to see if there were any panels next to the cell. Approximately three feet from the shield's end was a panel to his right.

Smirking, he went to the far corner of his cell that somewhat hid from public viewing of him and began knocking on the cavern wall to listen to the density of it. From the corner of the wall, he made his way left knocking on its rock face before noticing a lighter sound in between hits. That was where the console was due to the fact that it had to be wired through the rock to work so its area would be hollower to accommodate said wires.

No one ever knew but he had his way around technology and construction. Most mechs thought he just sat on his aft during Project Omega but that was far from the truth. He set up most of wiring either himself or he directed someone if he wasn't available. It was all his design. Finding a console end was easier than that.

He put his full weight forward and hit the thin area of rock with his shoulder. He ignored the cracking of his vehicular windshield and headlights, only focusing on escaping. The console protruded more off the wall as a broken piece of rock lifted it, straining the wires connected until they snapped and the force shield gave two stutters off and on before shutting down completely.

Ultra hummed to himself cockily and brushed his servos together. "Never doubt me, Megatron."

He strode up to the hammer beside the empty throne and lifted it up eagerly. He placed one servo on his hip and the other twirled the hammer expertly before setting it between his back kibble on a built in magnetic latch. He was out of there. Not missing his cue, he ran to the nearest mine tunnel hoping it would lead him out. But instead he found himself in another spacious cavern with a massive construction project led by Megatron himself. He stood horrified. That was a space bridge!

Tearing his attention off the shady bridge, he peered carefully around to see if anyone had noticed him. So far, the Constructicons and the large brute of a mech, Lugnut, he recognized did not. He began to back up into the tunnel when his back hit something with a loud metallic clang. He gave a cheap smile and a cringe as he closed his optics. He knew it was only a matter of time.

"I didn't think you'd figure out how to get out of your cell so fast. Perhaps I was misinformed how strategic you were," Megatron sneered, his arms folding as he peered down at Ultra. "Then again, most on Cybertron don't know a lot of things about you, do they? You've always had to fool them for if they knew what you were capable of, you would become less trustworthy."

Turning around, Ultra ground his denta together. "If you knew I would escape, why go through the effort? Spare me any delusions of grandeur you may have and tell me the truth. Why do you want me here and not dead?"

The warlord seemed to look for the fire in his optics because he merely laughed darkly, "Can't I say I miss you genuinely?"

"No, what's with the space bridge?" Ultra pressed as Megatron moved past him.

"I need some way to get off this planet plus I figure might as well try to go home. It's been so long since I've seen Cybertron, don't you think? I figure it's time to make my triumphant return. With you here, Cybertron won't function properly, letting me take control with little resistance."

"The space bridge nexus is heavily monitored. Without my consent, no bridge can be activated or received. Since I'm not even on my ship, I can't contact my Autobots which means they will figure out I'm missing when no one responds to the permission to activate said nexus. You would have been better off making your signal appear Autobot and letting me approve it than by capturing me and alerting me. Now I know and now all of Cybertron will too."

Megatron stood next to a pod that held a small organic form inside. From what Optimus had briefed him on, that looked like the organic child's creator. So that's where he had been, right underneath Optimus' olfactory sensor. Reluctantly, Ultra met up with him and stood less than ten feet away.

He glared back at Megatron who smirked, "And who said you are leaving to warn your Autobots we are coming? I didn't capture you just so you can learn of our plan. I took you because without their commander, there is nothing they can do."

"I still have Optimus Prime and both his and my team available," Ultra scowled, keeping his distance but noting Lugnut was now in extremely close range to prevent him from escaping.

"No offense, Ultra, but I have nothing to fear from mere amateurs. You and I are as real as it gets and the few Autobots who actually pose a threat to me are on Cybertron awaiting you. I don't have anything to stop me except you. This Prime of yours isn't what I would call a soldier, more like an over glorified cop out of what you are and he wishes he could be."

"Nice of you to say but don't think flattery is getting anywhere with me, Megatron."

The warlord spoke, "I never could get anything past you, could I?"

Ultra suddenly held up Megatron's fusion cannon in his left servo from behind his back with a humorous smile, "No but I could get a lot past you."

The expression on Megatron's face as he saw his own cannon was priceless and it never got old. The Decepticon pawed his arm where the weapon would usually rest to confirm it was gone. Pickpocketing or the equivalent of was fun when there was no one to ruin the moment.

Lugnut didn't take the surprise as well as Megatron, growling angrily at the Autobot Commander, "Charlatan! You dare mock the great and noble-!"

"Silence Lugnut, our guest was just proving my point. A very _arousing_ tactic indeed. I wish you would use that talent elsewhere, it would really suit you better," Megatron purred.

Ultra played with the fusion cannon by spinning it like a basketball but horizontally on his fore and middle digits tauntingly, "Ooh I can't, I like my position where I am. I get to do this without worrying of you treating me like a subordinate."

Megatron narrowed his optics, "Really? You think I can't punish an _enemy_ for theft or arrogance? You've forgotten how I am with my prisoners."

"So if I'm a prisoner," mused the Magnus, "then I shouldn't be out of my cell and technically this is an escape and _you aren't doing anything about it making you look inept at your job_."

Before Ultra could say anything else, he felt himself get tackled again by Megatron who rolled them until he was on top. This, of course, made the Autobot Commander frown, "Will you stop doing that? Why can't you knock me down and standover me like a normal victorious opponent?"

"You aren't a just a random Autobot opponent, you're _my _opponent," Megatron huffed darkly. "And I like seeing you below me. I gives me a sense of power I crave that I have never felt since the siege of the Tyger Pax fortress against those neutral Cybertronians who tried to kill both of us. It brings back memories. I wish I could relive those moments; they were fun with you trying to stop me or make yourself help me because your precious Autobot morality compelled you to."

"You're going back to that horrible siege? That was a one-time deal, we were both exhausted at the end and I felt bad so I gave you passage on my ship-it doesn't matter; the point is you are not getting power over me…again," the Magnus hissed.

The warlord turned his head to the side with a crude smirk, "So if I'm not forcing myself on you yet you're still letting me sit here above you, then that means you secretly are enjoying this power play I'm demonstrating and _you aren't doing anything about it making you look willing to be mine_."

The altered echo wasn't lost on Ultra and he cursed at himself for getting too prideful. He knew Megatron well and vice versa, but that didn't mean he always made the right decisions among the Decepticon's presence.

Sighing indifferently and rolling his optics, the Autobot caved, "You win."

It seemed Megatron was downright giddy now and as he retrieved his cannon, he hoisted Ultra up to his pedes and guided him by servo somewhat forcefully towards his throne in the other mining area Ultra had just escaped from. The warlord sat and ushered his captive forward to the latter's confusion.

"Am I supposed to sit on the ground next to your throne like some obedient autohound? Good luck getting me to beg. I bite too," a suddenly smug Ultra stated.

"Oh I wasn't thinking that though it would be interesting to see a collar around your neck," Megatron said as he tapped his chin in an amused manner. He then patted his thigh which made Ultra lose his smile quicker than Blurr could make it from the Metroplex to Iacon.

"Oh no, you…you can't be serious."

"What are you afraid of, Magnus? A scandal in your midst? Some fun with a real mech than the pathetic imbeciles you surround yourself with?"

"Megatron."

"The mighty Ultra Magnus is too above it all to play. Imagine that. How many mechs did you berth during your career? None? That doesn't sound believable to me. Your abstinence may be among Autobots but among Decepticons, what are you really like? Yearning for a touch you've been denied? Wanting me or my subordinates…maybe both?"

"Megatron!"

Megatron tilted his helm as innocently as possible while Ultra bit his lip. Deep down there was desperation and both of them knew it. Clenching his servos into fists, the Magnus frowned but didn't fight his instinct to just be embraced by his nemesis like at Tyger Pax. His reputation could wait for once.

Ultra hesitantly placed both legs to sit upon the remaining space on the throne and straddled Megatron. It was a little uncomfortable but he had felt worse. The ever-present heat rising from the Decepticon Leader made his system flare up and he was flushed from the immediate response. He hated when he was called out.

Feeling black servos caress his hip plating and thighs, he clasped Megatron's upper arms and pushed his chest against the mech's own. The Magnus bared his denta with a twisted grimace bent between annoyance and pleasure, "Always so touchy."

"You like it," Megatron purred back.

Servos drifted up his waist and Ultra didn't wait for the Decepticon to give him permission, stealing a kiss from the larger mech as he grinded his interface panel down on the lap he was perched on. He didn't bother silencing his moans either at this point; he was too lost in the growing haze he was experiencing to care.

He heard a familiar sound below and broke the kiss to turn his attention towards Megatron's hardened member, "Does me taking control arouse you?"

The warlord sneered, "I am in control here, Ultra Magnus."

Suddenly, Megatron felt electricity surge through his circuits and he found himself immobile, no longer able to feel Ultra. His optics grew wide as he yelled, "Wha-? What did you do to me?!"

He felt his arms being lifted and saw in Ultra's servo stasis cuffs binding his wrists together. Ultra was darkly smiling, "I think I am in control now."

"Where did you get stasis restraints?"

Ultra hummed softly, "You think I don't anticipate capture even on a remote planet. I always carry a pair in my storage compartment just in case. Apparently you were too busy wanting me to realize I am crazy prepared for almost everything."

Megatron's brows furrowed for a second but his anger became virtually nonexistent when Ultra raised his arms to side under them and twisted himself so the warlord's chest pressed against the mech's back. It seemed Ultra was really rubbing in how defenseless he was in this situation because the former sat on his lap like he was the one on the throne with Megatron as his personal chair.

A white servo slid underneath Megatron's chin, nuzzling him but the faint click of Ultra's valve panel retreating was the attention hog. Usually, Megatron hated being in a lack of control. He didn't like anybody dominating him either but in this special case, he found his predicament somewhat a turn on in the fact that Ultra was complying with his own interests. His servos may have been bound but he still felt Ultra brush his own free one against his and managed to entangle them.

With his chin now resting on Ultra's shoulder, he felt his breath hitch as the tightness of Ultra's valve took ahold of his aching spike. The warmth made him shudder in place. Had he not been so limited by the stasis cuffs, he would have already been pounding the Autobot Leader to his spark's desire on the ground, cute aft in the air.

Ultra laughed, "I'll admit I've missed this."

"If you love it so much, then why don't you release me and I'll give you what you want and more," Megatron grunted, trying his best to keep his seductive composure. At the moment, he really wanted Ultra to move.

The Magnus savored the feeling of being stretched and leaned back against Megatron's chest with a purr, "Oh but I like my new sedated seat. It has more of an appeal to me."

"When I get out of this, I'll make you beg for me and you'll never see the light of day again," the Decepticon growled playfully.

Just then, Ultra bucked viciously against the spike causing Megatron's vision to blur and sudden jolts to awaken nodes deep within his valve. He could have sworn the warlord was almost moaning. Too bad he couldn't buck back as much as he knew the mech wanted to.

Ultra held onto the stiff arms around him which no doubt yearned to bruise his hips and chassis and rolled against the spike to the hilt. He wouldn't admit how wonderful it was to ride Megatron as he increased his pace. It was scandalous what he was doing just now. If the Council or his subordinates found out about this, there was going to be an uproar and he knew Optimus would never forgive him.

"Primus! Megatron!"

He arched his back and mewled, tilting his helm up and closing his optics as he bounced on Megatron's lap. The warlord was also in a ragged state with his bound servos twitching and his optics greedily scouring every inch of his body and their rut. He gripped Megatron's thighs harshly, keeping the hard rhythm while ignoring every moral he hypocritically told others to abide by yet he himself was breaking to the extreme.

His body was nearly on fire as he gave into his basic instincts and panted, especially since he could tell Megatron was biting his glossa too. Lubricant gushed out of his stuffed entrance and he gave a very un-Magnus-like whimper, practically humping Megatron's interface. He release would come soon and peering back, he saw Megatron's optics glowing bright red in utmost pleasure. They were both so close.

"Magnus! Ultra, I…you have no idea how much I want to bend you over and frag you until you can't stand," Megatron shuttered, enjoying the very erotic show the Autobot was putting on. He did, however, wish to see Ultra's bliss but the sound of his pleas and the sight of his spike disappearing was enough to get him by.

"I…ah…I would love to see you try," Ultra grinned back at Megatron.

He impaled himself fast and one particular thrust made the spike hit an angle that made him freeze and lean back, wrapping his arm around Megatron's helm to bring it near his own to rub his cheek against the grey faceplates with a purr. He cried out as overload hit fast and hard and Megatron roared almost at the same time. His valve tightened and he gave moan as he felt warm fluid eject deep within him. Shivering, he nuzzled Megatron's equally blissful face.

Megatron returned the gesture and smiled, "Now that you've had your fun, why not let me have mine, my dear Magnus?"

With half lidded lustful optics, Ultra almost met him halfway to kiss but suddenly he pulled away, still grinning madly leaving an immediately confused Megatron hanging. He raised the cuffed arms, sliding under and away from Megatron's lap. He found amusement seeing the warlord helpless on his throne with lubricant staining his spike.

Closing his valve panel, Ultra grabbed his hammer and shook his head, "I'm afraid I have to leave but I'll take you up on that offer next time."

"Ultra! You can't leave me like this! Release me!"

"Aw don't worry, one of your Decepticons will find you shortly," the Magnus snickered. Then he held up Megatron's fusion cannon once more and added, "You can get this back too as soon as they get here."

Megatron didn't even look at his arm this time, just kept his perplexed features trained on Ultra who chucked his cannon up and hit it across the room like a baseball with his hammer. The Autobot then blew an air kiss at him, saluted crassly, and then he bolted out of the room, this time aware of the tunnel that led to the space bridge was different than the one that led outside.

All the warlord could do was let gravity take its toll on his comatose body and he sank in his throne frowning jaggedly in humiliation. "Scrap"

* * *

Ultra was much happier and found his way out, admiring the dull sky as he laid eyes upon it. It was nearly dawn as barely any light peaked from the horizon. He didn't hesitate to transform and race through the forest back to the city of Detroit. Unlike the night where he rode on abandoned freeways peacefully, the city was awake and moving at the day's first light which limited him greatly. Traffic had picked up near the park and he nervously waited it out, enduring the honking horns of frustrated civilians and interesting curse words that followed.

When he made it back to his ship, the morning sun was halfway above the horizon turning everything it gazed upon a golden hue most beautiful. The gorgeous scenery quickly was muted when he entered the Steelhaven to see Jazz stretch and give him a confused look.

"Commander, you're up early? I'd think you'd recharge until Earth time seven o'clock," Jazz yawned.

Ultra shot a brief optic search down to his crotch to make sure there was no present transfluid dripping down or anything of that nature in general. Thankfully, there was none and he sighed in relief disguising it as a bad groan, "I had difficulties going back into recharge last night so I left to scout the perimeter. No sign of anything unusual."

"You can go take a few z's more if you want and I'll go over the video feed of the night."

"No!"

This made the beatnik pause and raise a suspicious brow before Ultra corrected himself, "I-I need you to check on Optimus' crew and see how they are doing. I will handle the video feeds myself."

"That's cool with me," Jazz smirked, "I'll leave in just a second, Big M."

As Jazz walked away, Ultra felt the drowsiness of post-interface hit him and sighed again. He ignored it for the time being as he took a seat on his captain's chair but his mind kept wandering. He hadn't expected the night to go this way and he certainly knew leaving Megatron high and dry like that was eventually going to cost him when they met next, on or off the battlefield. Personally, he didn't lie when he said he had missed their time together.

He went over the video data and making sure no one was watching, he deleted the footage of him leaving the ship with several various feed times but left his return untouched. If anybody asked, he could have claimed there was a glitch in the system and the recording device had done this throughout the night to make everything seem less coincidental.

A small smile broke upon his features. He had outwitted Megatron at his own game, managed to sneak out of a heavily guarded Autobot ship as well as a Decepticon base, and he stole the mech's cannon thrice now. After all these years of playing by the rules, it looks like he still got it. Who said old habits die? Oh he would meet Megatron again, no doubt about that. He had plans of his own and he would utilize his lost talents to get what he wanted just like he always did. Megatron had his ways but he also had his. Game on.

* * *

**AN: ****Before anyone asks, I couldn't think of a title so I saw the word had "Mag" in it and was like "yep this is it, this is what I got." I love exploring Ultra's abilities and backstory. Since not much is known about him but he and Megatron did know each other at some point during the war, I decided to expand upon the theory that in his youth he was a mixture between Optimus and Sentinel.**


End file.
